WebSlinger
by MarvelUZero
Summary: In the Zero Universe, what happened to Spider-Man? Great Tie-In with X-Men: Cerebro Files.
1. Normal Day

If someone told you you were going to be a big superhero, you'd probably laugh in their face. But there is a high possibility they might be right. With the Avengers and the Fantastic Four, nothing's impossible. I just so happen to be a hero myself.

Unfortunately, today's not the day I become one.

I'm Peter Parker. Just your average everyday sixteen year old. I'm not popular, I'm not a jock, and I definitely don't have a girlfriend. I'm the nerdiest, lonliest, parentless kid in all of New York.

It's funny. Almost all heroes come out in New York.

* * *

><p>I woke up that day, same as every day, put on my glasses and walked to the bathroom. Aunt May was downstairs, cooking breakfast, and Uncle Ben was swearing at something—most likely the broken toaster or the want ads.<p>

The shower sputtered the last remnants of the hot water before I was nearly frozen to death.

After a quick bite to eat and a "See ya later" to my aunt and uncle, I grabbed my backpack and raced outside. It was pretty cold, being October and all. The house beside ours had been empty for years, but moving vans were parked outside.

School, or as I like to call it: Hell, was busy as ever. Everyone discussed the Halloween party at Flash Thompson's house and counted the days till Christmas Break. I pushed my way to my locker and stuffed my backpack inside, and pulling my Civics book and camera out.

Oh, did I forget to mention I was on the school newspaper? That's important.

Then I had to push myself to my class. The teachers and guidance counselor called me "exceptionally bright." People see that as a compliment, but I just wondered what the exception was. I guess it was that I just couldn't make many friends, but hundreds of enemies (a talent that translated well into my superhero persona).

Remember the guy throwing that Halloween party? Flash Thompson. He was my biggest rival. I don't really know why he hates me. I think it's because I'm an easy target.

Well, after lunch, he decided it was time for my face to meet his fist. God, I wish I could've ran away.

As his "teammate" Eddie Brock held me back, Flash pulled his arm back. His fist was massive and I could see both bone and muscle. I wished a fat guy with meaty fingers was going to hit me. The fist collided with my right eye, breaking my glasses, and I could feel a horrible pain shoot to my head. It felt like glass and bone shot straight into my eye. I could feel the tissue around it start to swell into an enormous shiner.

"What's going on out here?" the booming voice of Dr. Connors, my chemistry teacher, broke the cheering.

Everyone scattered and I fell like a ragdoll onto the dirty floor. Dr. Connors lifted me against the lockers and examined my eye. I could see his blue eyes and brown hair, fuzzily.

"You're okay, kid," he said. "You wanna go home?"

"No," I replied, standing up. "I just got newspaper duty and then I'll be out."

"Okay. If you need anything, just let me know."

He watched me walk toward the newspaper room. Dr. Connors always saw me as his son since his real one died. I think that's why Flash hated me because all the teachers loved me.

"Everyone, I have an announcement," Ben Urich, our editor, addressed. "The Daily Bugle is looking for some high school kids to intern. If you have any questions, ask Gwen."

Gwen Stacy was the most beautiful girl at Midtown High. Her hair was perfectly blonde and her eyes were perfectly blue. She always wore a dress and a black headband to keep her hair out of her eyes.

I walked toward her.

"Hi, Peter," she said. "You wanna know about the internship too?"

"Yeah," I uttered.

She handed me one of the flyers in her hand.

"You're in luck. They're looking for photographers too. I hope we both get picked."

I wanted so much to kiss her, but I was too afraid.

"Okay," I replied.

"I'm sorry about your eye. Flash is such an idiot sometimes."

"Yeah. If I'm gonna miss him, I need to leave now. See ya later."

"Yeah. See ya."

I ran all the way home. Uncle Ben slapped a steak over my eye and gave me some speech about standing up for myself. Aunt May then told me to get cleaned up to meet the neighbors. I got my spare glasses and washed my face.

"Hey, can I get a job?" I asked them, walking back downstairs.

Aunt May's heart nearly stopped. She didn't like it when I reminded her I wasn't a baby.

"Why would you do that?" she asked.

"It's not really a job. It's an internship."

"I don't know. What do you think, Ben?"

Uncle Ben thought a little, tying his tie.

"I guess if it doesn't hurt your schoolwork," he said, absentmindedly.

"It won't," I promised.

"Where is it, anyway?"

"The Daily Bugle."

"Good place. I hope you get it, Kid."

We walked over and Uncle Ben rang the doorbell. A pretty woman with red hair opened the door.

"Hi, can I help you?" she asked with a smile.

"We're the Parkers," Aunt May said, holding up her famous apple pie. "We live right next door."

"Oh, that's so nice of you to come over," the woman said, taking the pie. "Please come in."

We followed her into the house almost identical to ours.

She walked to the kitchen, saying, "Sorry for the mess. We haven't had the time to finish unpacking yet."

"We?" Uncle Ben asked.

"My daughter."

The door to the back yard swung open and a girl with pretty red hair like her mother's walked in. I felt my jaw drop slightly. She was almost as beautiful as Gwen.

"Hi," she said with a smile. "I'm Mary-Jane."

* * *

><p><strong>Next Chapter: Spiders<strong>


	2. Arachnophobia

The next day, Mary-Jane and I waited at the bus stop together.

"So, you go to Midtown High?" I asked her.

"Yeah, I enrolled last week," she answered. "I couldn't go yesterday because I had to finish unpacking. How is it there? My old school was full of idiots."

"Well, you'll feel at home here."

She laughed at my lame, but truthful, joke. Her laugh was sweet.

The bus came and we sat together, something Flash Thompson noticed. He walked back to our seat and bent over Mary-Jane.

"Hey, don't sit with Loser Parker," he said. "I got an empty space beside me."

She smiled and replied, "No, thanks. If I sit with you, I'm afraid I might be trampled by the buffalo you're attracting with your cologne. Plus, Peter doesn't give me a headache."

Flash glared at me before returning with his seat.

Mary-Jane turned to me.

"I've dealt with a lot of those guys back home," she explained.

"You're...amazing," I muttered.

At school, I got constant stares from Flash and Eddie. With Mary-Jane there, I didn't feel so alone. She laughed at all my jokes and understood my intellect. I couldn't believe I had a friend.

* * *

><p>At 2:00, I followed the group of students leaving for the internship interviews at the Daily Bugle.<p>

"I'll see you later, Mary-Jane," I said, walking outside to get onto the city bus.

"Call me MJ," she said. "Good luck, Peter."

She reached up and touched my cheek with her lips. A sudden warmth rippled through my skin and the muscles in my mouth pulled as far as they could go.

I ran to the bus with my wide smile and waved goodbye to MJ.

* * *

><p>The Daily Bugle was a tall building with giant red lights on a metal grid attached to the roof. The windows were pristine.<p>

The bus drove away after we got off and Gwen walked over to me.

"Beautiful, isn't it?" she asked.

"Yeah," I responded, staring at her while she stared at the building. Her wildflower perfume filled my nostrils.

She looked at me and I quickly turned away.

"We'd better get going."

She walked inside and I followed her. I almost forgot about the others with us.

The reporters ran from cubicle to cubicle trying to get their stories on both the papers and the website. A girl with brown hair, a few years older than us, walked over.

"Hi, I'm Betty Brant," she said. "How may I help you?"

"We're here for the internship interviews," Ben said, pushing to the front of our crowd.

"_All_ of you?"

There were only six of us: Me, Ben, Gwen, Liz Allan, Phil Urich, and, for some reason, Eddie Brock.

"Well, we only have three positions available," Betty continued. "Please take a seat over there and Robbie will be over shortly."

We sat on the chairs she pointed at and waited.

Eddie leaned over to me and whispered, "You better hope I get a spot."

"Why?"

"'Cuz if I don't, Flash is gonna beat your ass."

"Will you just find a hole and die?" Gwen spat back.

"Need a girl to fight your battles, Parker?"

I began ignoring Eddie from then on. I just hoped Flash didn't pummel my face once we got back to school. Eddie was never a good journalist. In fact, he was the worst.

A large black man with graying hair walked over to us. His eyes swept over our faces until he landed on Gwen.

"Gwen, I'm glad you could find so many people to come," he said enthusiastically.

"I have a lot of friends, Robbie," Gwen smiled.

"Who wants to start first?"

Ben shot out of his seat.

"You're very excited," Robbie laughed. "What's your name, kid?"

"Ben Urich."

"All right, Ben, follow me."

One by one, we followed Robbie into his office with our portfolios. I was the last one to go in. He flipped through my folder of photos and asked a couple questions then it was over. I was sent back to sit with the others while Robbie took his notes to his boss. Eddie glared at me and punched his hand repeatedly.

After a couple minutes, Robbie returned with a tall man. His dark hair was gray at the temples and he had an awesome mustache.

"Hey, how are you?" he asked us. Without waiting for a response, he continued, "That's great. Listen. I need Allan, Urich, and Brock to stand up."

"Which Urich?" Ben asked.

The man looked back at Robbie.

"Phil," he answered.

The three of them stood.

"You three are out," the man with the amazing mustache said.

"Uh, sir," Robbie called, passing him a yellow sheet of paper.

"What?" the man said, taking the paper. His eyes glanced over it. "Oh. Allan, you can stay. We found another photography position available. You two can leave."

Phil and Eddie walked out to the hallway; Eddie cast a dirty look at me. I had a feeling my life was about to end. Which it didn't. Yay!

"If you kids are gonna work for J. Jonah Jameson, you'd better prove yourselves," the man said.

"Who's J. Jonah Jameson?" Ben asked.

"I am!" answered the man. "Now, I need you four to pair up and get me some good articles and I'll probably publish the best one. Robbie give them their cases and I'll be in my office."

He talked so fast with a gruff voice, I barely understood a word. J. Jonah Jameson walked back to his office and Robbie produced two flash drives.

"I got the Avenger's Break-In and the Science Show," he said, holding up the two black sticks.

"I call Avengers!" Ben called. Robbie passed him one of the sticks.

"Peter, you want to work on the Science show with me?" Gwen asked, taking the other drive.

"Sure."

"I guess that leaves you and me, Liz."

"Don't let Flash know, Ben," she said. "He's so jealous sometimes."

They walked ahead of me and Gwen as the four of us left.

"You wanna come over to my house and check out the assignment with me?" Gwen asked.

I kick myself everyday for saying, "I have to be home to help Uncle Ben fix the garage door."

She nodded, looking at the drive in her hand.

"But, you can send me the files."

She stopped in the hall and rummaged in her purse. She pulled out her light blue cell phone.

"What's your e-mail?"

"Uh—pparker at midtownhigh dot com ."

"You have a school e-mail?" she asked after punching in my address.

"When you spend as much time there as I do, they give you one."

"Cool. See you at the convention."

* * *

><p>I arrived at General Techtronics Corp at eight-thirty, thirty minutes before Gwen told me to be there, without any bruises or anything from the day before. Looks like the Parker Luck has turned around.<p>

I was prepping my camera when Gwen's silver Mercedes pulled up. She hopped out with her bag and a pen and pad in one hand. I wondered why she didn't just use a tape recorder. She smile a beautifully blinding smile at me.

"You ready?" she asked.

All I could do was nod.

She slipped her arm through mine and we walked into the building like we were walking on the red carpet.

The exhibit was pretty boring. A super strong rattlesnake here, a flying squirrel there, radioactive spiders—actually, those were kinda cool. Gwen fired question after question at the scientists and jotted down their answers so fast, I saw why she didn't need the recorder. I had to keep up with my camera.

I didn't notice the thin string of web to my right. Or the tiny radioactive spider crawling into my collar. I would have noticed the spider before it sank its teeth into my neck.

"Ah," I moaned, slapping my neck.

"Are you okay?" Gwen asked me.

"Yeah," I responded. "I think there's a mosquito in here."

"Peter, you're hot."

I thought she was flirting, but she put the back of her hand against my forehead.

"You wanna go home? I got everything I need."

I did feel a little sick.

"Yeah."

We left the exhibit and hopped into Gwen's car. She sped to my house and gave me a small peck on the cheek as I was getting out.

"Feel better," she said.

She waited until I got inside the house to drive away. My neck was throbbing. Now, I know it was the venom pumping through my veins, infecting me with radiation.

Aunt May sent me directly to bed. She brought up a bowl of her famous chicken noodle soup.

I was in bed for four days. Ben, MJ, and Gwen came to visit. Turns out they liked our story at the Bugle.

* * *

><p>I hopped out of bed feeling stronger and refreshed. I looked around and my vision was clear. I didn't need my glasses. I could smell the bacon Aunt May was cooking all the way downstairs. I ran downstairs, taking the steps two at a time.<p>

"Peter!" Aunt May exclaimed in surprise when I landed on the floor. She dropped a couple of Uncle Ben's strips on the floor. "Oh, it's for the best."

She swiped the bacon off the floor before Uncle Ben could get to them.

"Yeah, Uncle Ben," I said, sitting at the table. "You have to take care of that old ticker."

He cast me a murderous glare before he burst out in laughter.

"Peter, where are your glasses?" Aunt May asked, placing bacon and eggs in front of me.

"I don't need them," I stated, stuffing my face with solid food.

"What's gotten into you, Pete?" Uncle Ben asked.

I thought about it for a while.

"I don't know. I'm going to stop by the pharmacy on the way to school."

"Why?"

"I just think showing up after a couple days without glasses will paint a bigger target on my back. I'll just buy some plain frames."

They mulled it over in their minds.

"How do you figure, dear?" Aunt May asked.

I shrugged. "Just a feeling."

So I grabbed my money and backpack from my room and ran down the street to the pharmacy and picked up some black square glasses identical to mine without magnification. I was so pumped with energy, I ran to school instead of catching the bus at the next stop.

* * *

><p>"Where were you?" MJ asked when she sat down beside me in Chemistry. "Why weren't you on the bus?"<p>

"I walked today."

"Are you still sick?" She put her hand to my forehead.

I gently pulled it off. "I'm okay. I feel...different...better."

The same couldn't be said for Dr. Connors. He stumbled into class, knocking his books to the floor. When I tried to help pick them up, he yelled at me to go back to my seat. He fumbled with his chalkboard. When the bell rang, he screamed for us to leave.

MJ and I shuffled with the others to the cafeteria. As I ate my turkey sandwich (how good is turkey anyway?), I felt a...tingling sensation in the back of my head. I pulled MJ's head down to the table along with my own. A ball of mashed potatoes flew over us and struck Maxwell Dillon in the back of his head.

"How did you do that, Peter?" MJ asked.

"I don't know," I answered. "We better get out of here."

I pulled MJ around the table and we ran into the hall.

"PARKER!" Flash called.

I turned around and the whole school flooded out of the cafeteria. I could feel trouble without the tingling in the back of my head.

I backed into the lockers. My fingers touched the cool metal. I tried to pull away, but my hands were stuck. It felt like the molecules of my fingers bonded with the ones of the locker.

Flash ran at me with his fist high in the air. My head tingled and my body moved faster than I ever hand. I twisted up, planting my feet against the wall, and kicked off until I was behind Flash. A brief moment of relief washed over me when I realized my fingers were free. But, then, I realized that everyone seemed to move in slow-motion. I flipped until my feet touched Flash's back and I kicked again, using his momentum to slam him into the lockers.

Time sped up again and everyone drew a collected breath. I was barely breathing, though all of that twisting and hopping should've knocked the wind out of me. My muscles felt harder, something I never felt before, considering I didn't have muscles before.

Flash was unconscious.

I ran outside, MJ followed. I was halfway across the street when she called my name in fear. My head tingled and I saw the car speed towards me. I flipped into the air, they swerved, aiming for a streetlight. I ran over to the broken car and ripped the door off like I was The Thing.

"Thanks," the man groaned, running from the wreckage with his black bag.

MJ ran over to me.

"Peter, what's gotten into you?" she asked. "How are you moving so fast and—"

Her sentence was cut off by police sirens. Two overweight cops got out of their cruisers and ran towards us.

"Where'd he go?" one asked.

"Who?"

"The thief!"

"He ran off," I told them.

"And you didn't stop him?" the other one asked.

"It's not my responsibility to stop a thief. It's yours. And I thought I was trying to help someone who would've died!"

They ran off, dismissing me as some disrespecting kid.

* * *

><p>I walked home, leaving MJ at the school. My new fake glasses were scuffed a little. Uncle Ben and Aunt May left at seven to go to Broadway to see some play a friend of my aunt's invited them to.<p>

I pulled the steak and potatoes dinner out of the microwave and sat beside Uncle Ben's papers. As I doused the steak with A1, something caught my eye.

There was an ad for a wrestling competition paying three-thousand dollars for three minutes in the ring happening tonight. With as many exclamation marks that were on the page, I would've been an idiot not to take it up. I decided, I needed a costume. All wrestlers have costumes. Right?

I went upstairs and pulled out an old red hoodie, Uncle Ben's red bandana, and Aunt May's gardening gloves (which were also red). When I pulled on the gloves, I noticed my wrists looked...odd. I held them up into the light, placing my fingers in an odd shape, and bent my hand back. A thin string of sticky white (for lack of better word) fluid shot out.

"Damn," I muttered. "It must've been a spider that bit me!"

I finished the costume by taking a black marker and drawing a spider across the chest of my hoodie. I threw it on and crawled out the window, hoping MJ was still eating dinner downstairs.

* * *

><p><strong>Next: Peter suffers a loss.<strong>


	3. Birth of a Hero

I hopped from building to building toward the arena. Some gaps were too far, so I shot my webs to pull myself across. I was getting good with the little practice I was doing. If you want to see the city, this is the best way: swinging from building to building.

The arena was in some old warehouse criminals usually hang out. But I decided the crowd was big enough. A woman at the entrance said that contestants should sign-up around back, so I hopped around there and stood in the long line of beefy men and one woman.

"You should go first, Punk," the man in front of me said when he turned around. "You'll be an appetizer for the Rhino."

"Thanks," I said, walking ahead of him. The other contenders giggled and allowed me to push all the way to the front. I was glad that I wasn't the only one wearing a costume.

The guy behind the table was around my age with his black hair combed back. I recognized him as Harry Osborn, the son of the owner of Oscorp. He attended Midtown High a year ahead of me because it pissed off his dad.

"Nice outfit," he said, looking up from his clipboard.

"Thanks," I said.

"What's your name?"

"Uh...?"

"Your...Wrestle Name."

"Oh. Uh...the Web-Slinger."

"'The Web-Slinger?' That's a dumb name."

"Just put it down."

"How about...Spider-Dude? To go with your insignia."

"I like the Web-Slinger."

"Fine. It's your funeral."

He jotted down my name and told me to wait with the others.

There were a lot of big men standing in the back of the warehouse watching the match between two sweaty, leotard wearing roid-heads.

After a couple minutes, Harry walked past us, giving me a wink, and handed a dark woman the paper from his clipboard.

"Good luck," he muttered to me.

The fight in front of us was over and the woman stepped into the center of the "ring."

"And now," her voice echoed through the cheers, "we have our Rhino Challenge. Ten people have volunteered to try to stay in the ring with the Rhino for three minutes. The winner will receive three-thousand dollars! Can I get a round of applause for the Rhino!"

The crowd cheered as a big guy in a gray suit ran into the ring. He was so big and scary-looking, I had to gulp.

"Our first contestant is the Mammoth!"

A fat guy in a furry brown suit ran through the barrage of boos into the ring. He was flattened in one minute.

The next guy was thrown out in thirty seconds. The guy after that wet his pants, and the next guy did something worse. Harry put me as the last contestant. The nine guys ahead of me were a lot bigger. Every nerve in my body was telling me to run, but I walked down when she called the Web-Slinger.

The Rhino had beady black eyes and his brow was starting to collect sweat. He smiled a yellow grin and his breath smelled like pickled garlic.

"Heh heh, hello puny man," he said in a thick Russian accent.

I tried my best to stop from vomiting. I looked into the crowd and saw a head of red hair sit down in the back row. MJ _had_ spotted me and she followed me. I gulped again.

The bell rang and my eyes were covered by a massive hand. I was picked up into the air and swung around. The Rhino released me and I flew to the crowd. I shot a stream of web at the Rhino's raised arms. My body propelled like a slingshot back toward the massive man. My feet collided with his tiny head. I flipped in the air and landed in the ring just as the Rhino fell to the ground. Ten seconds down.

He jumped back onto his feet and screamed at me. As he charged, my head tingled and I flipped into the air landing behind him. He was about to run out of the ring, but I needed three minutes. I shot some web and brought him to his back. Thirty seconds.

He got back up and charged again. This time, he grabbed me midair and flung me back to the ground. He tried to stomp me with his size thirty-twos, but I rolled out of the way. The floor cracked where my head once was. MJ was on her feet. One minute.

I flew into the air again, shooting web up to the metal beams, and pulled myself out of his reach. When I landed behind him, I swept my leg at his legs, knocking him to the ground. He got up again and charged me. I faked jumping and slid under his leg, wrapping web around his ankles. I pulled at the strings, bringing him back down. My instincts were telling me to knock him down as much as I can.

Two minutes. Two and a half. I was almost there. But I made the mistake of knocking the Rhino down too many times. I dropped him and he shot me to the ceiling with an uppercut. I flew up until I wrapped my hands around one of the beams and shot back down on top of the Rhino, plowing him into the ground. He threatened to get back up. I counted the seconds. Ten seconds. Nine. Eight. Seven. He still tried to push himself up. Six. Five. Four. The crowd counted with me.

"Three. Two!" I heard MJ's voice among theirs.

"ONE!" everyone screamed.

The bell dinged and the Rhino fell back into his hole. The announcer grabbed my hand and raised it into the air.

"Ladies and Gentlemen!" she screamed into her mic. "Defeating all odds! The Web-Slinger!"

* * *

><p>She pulled me to an office in the back of the warehouse. A tall, wide, black man with a bald head stood behind a desk. I wouldn't've been surprised if he turned around, stroking a white cat.<p>

"You're the Web-Slinger?" he asked in a deep, booming voice.

"Yep." I couldn't wait to get my money and leave. My new sense was tingling violently.

The man turned around. His eyebrows hung over his eyes like a canopy of tiny hairs. He smiled.

"You'll get your money in a minute. I just want to talk to you. Why don't you take that mask off?"

"I prefer to keep it on."

He laughed again.

"What's your name, kid?"

"I prefer to be called the Web-Slinger."

"Okay. I can deal with that. You got a family?"

I remained silent. All this small talk was getting on my nerves.

"I'll take that as a yes." He pulled a stack of hundreds from a drawer and sat it on the desk. "You know, you took out my best man. I had to get him from the Russian mafia. Cost me a pretty penny."

"So, you're a mob boss or something?" I stupidly asked.

The man smiled. "I prefer entrepreneur. How would you like to triple this amount every week? If you join my organization, I could help you and your folks."

"My parents are dead. Plus, my family wouldn't feel to good about me committing crimes."

"Who said anything about crimes? I want you as my bodyguard."

"I think we'll be fine with the three-thousand."

He laughed again, pushing the stack toward me. I snatched it and stuffed it into my hoodie pocket.

"If you change your mind, call me." He passed me a thin white card with WILSON FISK printed on it.

* * *

><p>I leaped home, landing inside my room. Aunt May and Uncle Ben weren't back yet.<p>

"I knew it was you," someone said behind me.

I turned around and saw MJ sitting on her windowsill.

"What will it take you keep you quiet about this?" I asked after a moment's hesitation.

"Two things," she stated with a smile. "One, tell me how you got those powers."

"A radioactive spider bit me at the Science Show me and Gwen were reporting on," I answered as honestly and as short as I could.

"Two, let me design you a new costume."

"What's wrong with this one?" I struck a pose.

"It's lame and cheap. I promise you won't look stupid."

"Fine. I don't even know what I'm gonna do with an outfit."

I moved to get under the sheets.

"Oh, Peter," MJ called me back. "The Web-Slinger is a stupid name."

"What do you suppose I call myself?"

She thought about it.

"I'll come up with something while I design your costume."

She crawled down the pipes on the wall, climbed up hers and slid back into her room, leaving her window open.

I drifted off to sleep, unaware that my life was about to be turned upside-down.

* * *

><p>I woke up and heard crying. I walked downstairs and found MJ's mom with her arm around Aunt May.<p>

"Aunt May, what's wrong?" I asked, moving to her side.

MJ came out of the kitchen with a teapot and bloodshot eyes.

"What happened?" I asked.

MJ's mom looked at me, took a breath, and said, "Your uncle Ben was shot this morning."

My heart felt like it fell into my stomach. She didn't need to say anything else. I knew it was a fatal shot.

The news came on. Trish Tilby was sitting in for one of the anchors who was sick.

"A tragic event occurred this morning when Benjamin Parker, a beloved veteran and a friend of the city's, was shot and killed as he stood at the ATM," she relayed. "Officers have identified the suspect as Jerome Fitzpatrick, a wanted burglar."

A mugshot of the burglar was plastered on the screen. I felt my eyes narrow with anger as I realized it was the guy from the car wreck. MJ must've noticed my expression because she grabbed my hand.

I pulled myself from her grasp and ran back upstairs. MJ lied that I wasn't feeling well. I threw on my outfit and crawled out the window. I hopped toward Manhattan, my mind behind me. Tears stung my eyes as I hopped to Gwen's house. Her dad was the captain for NYPD.

I slid down one of the windows at Gwen's house. She was still asleep in her powder blue room. My new enhanced hearing picked up Captain Stacy's scanner. They had the murderer locked up in an abandoned warehouse.

I followed Captain Stacy to the warehouse, a broken building that was in danger of caving in. The cops circled the building with their guns aimed at the windows. I swung high above them and crashed into a window.

It was dark inside, but I could tell the asshole was here. I could smell his stink.

I crawled around on the walks, following the trail of sweat and fear. The guy shuffled into the light streaming from a broken window. I slid down behind him on a thin line of web. He turned around and I screamed BOO!

He fell to the ground.

"You're whimpering?" I asked.

"N-no," he cried.

I landed in front of him.

"You killed a man for no reason. All he ever wanted was to make everyone happy. His family didn't have any money!"

He pulled a small wad from his pocket.

"Here, you can have it back," he moaned.

"You took from them more that that," I told him. "You can't give them back their husband and uncle."

"What are you going to do to me?"

I thought about throwing him out the broken window and swinging back home. But that wouldn't solve anything. It wouldn't bring Uncle Ben back.

I shot web at his hands, pinning them down to his sides, and his feet before swinging out of the building. I crawled back into my room where MJ was waiting for me.

"Did you...kill him?" she asked.

I pulled my mask off.

"No," I admitted. "I left him there for the cops."

MJ smiled, kissed me on the cheek, and walked out of my room.

I clicked on the TV, needing something to drown out the sorrow. The nightly news was on.

"And a new team has surfaced since the Avengers took a leave of absence," the male anchor said. "They call themselves the X-Men."

My head shot up at the sound of the new team. A guy wearing an odd silver and red visor over his eyes was standing at a microphone. Behind him were several other kids, all wearing masks.

"We are mutants," the boy said bluntly. "In this troubled time without the Avengers, we are here to protect everyone, human and mutant alike."

"The X-Men have been busy this past week—" the anchor continued.

I began zoning out into my own thoughts. Uncle Ben would be glad if I were a hero like those mutants on TV.

MJ came over the next day with her sketchpad.

"I got a few ideas," she began before I stopped her.

"I know what I'll need a suit for," I told her. She looked at me with wide, interested eyes. "I think I want to be a superhero."

She smiled. "Then I got the perfect outfit for you."

She flipped open her sketchbook to a picture of, what I assumed, me. I was wearing a form-fitting two piece suit with a mask that covered my entire head and gloves. Most of my body was covered with a web design. She'd colored it in red an black. Written in the corner was "Spider-Man."

* * *

><p><strong>Next: Spider-Man's First Battle<strong>


	4. The Lizard

I stood looking at myself in the mirror. MJ was tugging at the tight fabric. My hands were busy covering the one spot I was concerned with.

"Isn't this a little..._too_ tight?" I asked.

"Ugh. Peter, stop worrying about it," she responded. "It's secondary skin. The same fabric the Fantastic Four use."

"How did you get it?"

She focused on my body. "I got it legally."

"That's not what I was asking. And couldn't you have gotten something more like the X-Men?"

"They wear normal clothes."

"Exactly. Couldn't I wear that?"

"No. Move your hands."

She pried my hands from my junk and got down on her knees. She started pulling at the fabric. I felt a little uncomfortable.

"Aren't you a little too close to certain things?" I asked.

"Please. It's not like I haven't seen this stuff before. Plus you have a built-in cup that hides the impressions. Luckily for you, I don't know how big you are."

"Oh, it's pretty big."

"Size doesn't matter. Put on your mask."

I picked up the sack she called a mask an slipped it over my head. The white eye shapes were invisible on the other side and the fabric allowed me to breath and talk clearly.

"Can you hear?" she asked, standing to adjust the mask.

"Yeah."

"Breathe? See?"

"Yep. Everything's perfect."

"Good."

She had something on her mind. I could tell.

"MJ, what's wrong?"

"Nothing. Just...How do you feel about Gwen Stacy?" she asked.

"Uh, I don't know."

"Do you like her?"

"Yeah, I guess."

"Then go after her. Tell her how you feel. Peter, I want to see you happy."

"I am happy."

"Not as much as you could be. It's almost time for Christmas break. A girl like Gwen doesn't stay single for too long."

I thought about what she said as I admired my new suit. It was mostly red, but it still looked good. MJ advised me to wear it underneath my clothes and keep my mask and gloves in my backpack.

* * *

><p>We got to school. The interior was covered in blue and white and fake ice. A banner stretched across the hallway announced the Winter Ball.<p>

"This is your chance, Peter," MJ muttered to me. "Ask her to the ball."

As if planned, Gwen came walking down the hall. Her blonde hair bounced behind her. The light bent behind her to create an aura around her like in those crappy teen movies. But dammit if she wasn't hot.

I turned back to MJ and she disappeared.

"Hey, Peter," Gwen greeted me with a hug. "How are you doing?" Everyone asked this since Uncle Ben died a couple weeks ago.

"Great," I answered.

"Psst!" someone called my attention. MJ stood in a doorway motioning for me to ask Gwen to the ball.

"Hey, Gwen, you know the Winter Ball?" I asked.

"Yeah."

"When is it?"

"Tonight."

"Are you going?"

"I don't know. No one has asked me yet."

"Well, I guess, we could go together—I mean, at the same time—and I could like pick you up or something..."

"You have a car now?" she asked, brushing a lock of hair behind her ear.

"Well, I could see if Aunt May would let me drive Uncle Ben's. It's not as good as yours, but I could pick you up and we could go to the dance together."

"Aren't you and MJ?"

"What? No. We're just good friends. So, you wanna go? With me?"

"Sure. Though, don't call it a dance around Liz. I think she wants it to be like Cinderella's ball." She giggled. "Pick me up at eight. And be prepared to get grilled by my dad." Her soft lips touched my cheek.

I watched her walk away. MJ came to stand at my side.

"Well, well, well," she said. "Looks like those spider pheromones are working."

"Will you be quiet?" I whispered. We started walking to first period. "I don't have spider pheromones or you would've been trying to grope me earlier. Can you come with me so I won't make an idiot of myself?"

"You won't make an...sure. I just gotta find someone to go with me."

The door to the science lab burst open. Dr. Connors came stumbling out. He was looking green and on the verge of vomiting.

"Dr. Connors, are you okay?" I asked.

"I just have to get home," he groaned. "Not...feeling well."

He stumbled out of the building toward the parking lot.

* * *

><p>Aunt May adjusted my bowtie. She and MJ's mom took lots of pictures of us. MJ wore a short cucumber green dress and her hair was curled around her face.<p>

"Aunt May, we have to get going," I told her. "Gwen's waiting for me."

"Oh, I've always liked that Gwen Stacy," Aunt May told us as we walked outside.

MJ's phone rang. When she answered it, her face fell.

I asked once she hung up, "What's wrong?"

"Ben got sick."

"Ben Urich?"

"Yeah. I should just go back inside."

"No. You promised. You'll just go with me and Gwen."

"Are you sure?"

"Yeah. Gwen will understand."

* * *

><p>Mr. Stacy opened the door. His stern stare intensified when he saw MJ.<p>

"Parker, I don't appreciate you taking another girl on your date with my daughter," he said.

"Oh, MJ's date cancelled," I told him.

MJ interrupted, "I'm just getting a ride." She looked at me. "I'll wait in the car."

She walked away from us to sit in the backseat.

Mr. Stacy smiled.

"Come in."

I stepped into the hallway and was directed into the immaculate living room. It was obviously designed by a woman or a _really_ gay guy. Mr. Stacy directed me to the floral print couch.

"Mrs. Stacy is a really good decorater," I stated, adjusting my tie. I chose a black pencil one over a bowtie because everyone will wear the bowties.

"Mrs. Stacy is no longer with us," he said. His head fell to his chest.

"I'm sorry."

"It's not your fault. GWEN!"

Gwen called back, "Coming!"

I heard her scurrying upstairs. She didn't have her heels on yet.

"I don't have to tell you what it's like to lose someone you're close to," he continued, sitting across from me.

"Yeah. Uncle Ben was like my dad." I took to staring at my hands.

Gwen's heels clapped on the top step. Mr. Stacy and I stood and walked into the hallway. Gwen was standing there in a flowy blue sleeveless dress. Her blonde hair was curled into an elegant ponytail. She had a silver chain around her neck that plunged down to a small sapphire. Gwen, as graceful as me, walked down the steps. I pulled the white corsage that was manditory for the girls to wear at the ball. She slipped it onto her wrist.

"Have her back by eleven," Mr. Stacy ordered.

"Yessir."

* * *

><p>We got to the dance and all eyes were on us. Gwen decided that I would be both of their dates since Ben was sick. Flash Thompson spilt punch on Liz Allan's white dress when I came in with Gwen on my right arm and MJ on my left.<p>

The gym was covered in white and multiple shades of blue. Tissue paper simulated snow. A disco ball reflected different colors onto the dancers below.

"Who should I dance with first?" I joked.

MJ slid her arm from mine. "I'm gonna get some punch. You two dance."

Gwen pulled me to the center of the dance floor. I wondered if the spider gave me great dance moves. Unfortunately, the first dance was a slow one.

I took Gwen's waist, my hands became clammy. She pressed her body against mine. I took in a soft breath of her perfume. We rocked slowly to the music. It was perfect.

Until something buzzed at the back of my mind.

My senses perked. The buzzing tugged my ears to tune into the crashing sounds coming from outside the gym. Something big was coming this way.

"Uh, Gwen, I gotta go to the bathroom," I lied.

"Oh, okay."

We parted in opposite directions as she joined MJ at the punch bowl. I darted into the men's room where I met a cloud of smoke and not all of it came from cigarettes. I bypassed all the smokers and drinkers and climbed out of the window into the bushes. I stripped off my tux and pulled on my gloves and mask. All I had to do was sneak back into the school before whatever it was made it to the gym.

* * *

><p>It was easier than I thought. Someone left the door open and I was just down the hall from all the distruction. But I heard screaming which meant that whatever was destroying the school was in the gym.<p>

As I raced toward the screams, Flash Thompson bumped into me.

"Not another freak!" he screamed.

"You're the freak!" I yelled back. Flash was just the first of the stampede.

I jumped onto the ceiling and crawled opposite the flood.

The decorations in the gym were all tattered and torn. It was empty and quiet, even for my super hearing. But soft whimpering came from underneath the bleachers. Three girls. MJ, Gwen, and Liz Allan.

I ran over to them. They were huddled together in the darkness.

"Where is it?" I asked them, disguising my voice.

"Over—" MJ began, but one of the others clapped their hand over her mouth.

"Shh. He's one of them," Liz said.

"No, I'm not. I'm just your friendly neighborhood Spider-Man." I smiled beneath my mask, but they couldn't see it. "Now, where is the thing attacking?"

As soon as the words passed through my lips and mask, my mind tingled. My legs pushed me into the air. I arched around, landing behind a big, dark creature in a tattered lab coat. It had a long green tail that crashed down where I stood, taking a couple bleachers with it. The creature turned around. It had a lizard head with glowing gold eyes and long sharp teeth. My eyes darted to the nametag on the coat.

"Dr. Connors?" I asked before the lizard clawed at me and I had to jump out of the way. "Girls! You have to get out of here! I'll destract this thing!"

It was easy to keep Dr. Connors's eyes on me. A little web here, a jump there, and it was cake. MJ got Gwen and Liz out before giving me a thumbs up.

"All right, Dr. Connors," I spoke. "Let's find an antidote."

I ran toward the opposite exit with the Lizard behind me. The doors and lockers didn't stand a chance. Dr. Connors hissed and clawed after me, but it was like second nature dodging everything.

Finally, I skidded to the chemistry lab. The place was in ruins. There wasn't anything salvagable. As I looked around, I had only one shot.

Dr. Connors blew through the door. He hissed once he saw me standing in the middle of the room.

"Dr. Connors, I know you're in there." HISS! "And you miss your family."

I flipped over the portait of Dr. Connors and his family before they both died. The Lizard continued to hiss until its eyes fell onto the black and white picture. A single tear trickled along the green scales. I held out the photo and the Lizard snatched it.

"Dr. Connors, you need to leave before the police get here. I can lead you out, but you need to find somewhere to hide safely."

He growled which I took to mean "Okay."

Dr. Connors followed me outside behind the building. He growled and slithered toward the manhole in the street. As he fled into the sewers, I couldn't help but think about the open teacher position.

* * *

><p>I changed back into my tux and met Gwen and MJ at the paramedics station.<p>

"Peter, where have you been?" Gwen asked, wrapping her arms around my neck.

"I was in the bathroom," I lied. "I got out when the other guys did. Are you okay?"

Gwen smiled. "Peter, we met the most amazing person in the world. He called himself Spider-Man. And he drove away that lizard. Can you believe it?"

"No. It's amazing. I'm glad you're okay."

Gwen nuzzled her head into my chest. "Oh, Peter."

I looked over at MJ and she gave me a humorous smile.

"Uh, Gwen?" I began. "Would you like to go out with me?"

Gwen smiled. She pushed up on her bare toes and touched my lips with hers. "Of course, Peter."

* * *

><p>Next: Dual Lives<p>

Please Review!


	5. Dual Lives

I never realized how beautiful New York was in the snow until I went to Manhattan with Gwen. It was great having a girlfriend and Gwen was the perfect one. Sure she talked like other girls, but she was interested in the same things I was: Comic books, photography, superheroes.

"And what's the deal with everyone wearing spandex?" she asked, sipping on her latte. "The X-Men are the only ones who wear normal clothes!"

"Well, spandex is like a second skin," I told her. "Easier to move around in."

"Well, I guess so."

It was the best day of my life. Then, at night, I went on patrol as Spider-Man. MJ sewed a communicator in my mask so she could tell me what crimes came up on the police scanner she bought.

I swung from building to building, watching the lights of the Empire State Building sparkle on the snow. Something black jumped across the rooftops.

"Pete, there's a small robbery at a convenience store a few miles from your location," she said in my ear.

"Sorry, MJ," I responded. "I think I found something better.

I swung behind the figure as it moved along the roofs. It was headed toward the Museum of Modern Art. But it was faster than me. I lost track after a few minutes and when I arrived at MoMa, some priceless sculpture was gone.

"Did you get it?" MJ asked when I slid into my room.

"No," I answered, taking off my mask. "I lost whoever it was. When I got to MoMa, it had already stolen whatever it was after."

"Sorry, Pete. We'll get 'em next time."

MJ walked across the web next I made between our two bedrooms. I went to sleep in my suit.

* * *

><p>MJ and I pulled up to school after break in my new used car Aunt May gave me for Christmas. Gwen was waiting on the steps leading up to the school.<p>

"Did you hear?" she asked me, sliding her fingers through mine.

"Hear what?" asked MJ.

"There's a new girl. Everyone's talking about her."

"So the whole Lizard thing?" I asked, hopefully.

"Totally forgotten."

We walked inside and someone walked past us. She had long white hair and was wearing a skintight black shirt that showed her pierced belly button and black skinny jeans. She tossed her white hair back and looked directly at me. Her blue eyes seemed to be endless tunnels.

"Is that her?" I asked Gwen.

"Yeah. Her name's Felicia Hardy. I heard from Ben that her dad is in prison for being a cat burglar."

That triggered something in my mind. The thing that moved on the roofs the other night must've been Felicia's dad.

"On another topic," MJ changed the subject as everyone, including us, walked when Felicia entered a classroom, "did they find a replacement for Dr. Connors?"

Gwen thought about it for a while. "I think so. He's...strange."

"What do you mean?"

"No, his name is Dr. Strange."

The door to the labs opened. A tall man with silver streaked black hair and an amazing goatee walked out. He adjusted his glasses and looked at us. A smile spread across his face.

"Ah, you must be Peter Parker!" he mused. "I've heard so much about you."

"That's weird because I haven't heard anything about you."

He laughed.

"Would you ladies please allow me to speak with Mr. Parker for a moment?"

"Yeah," MJ answered.

"We'll see you at lunch, Pete!"

They both walked away as Dr. Strange directed me into the lab. I noticed the odd glowing blue orb on his necklace.

"I see you've noticed my Eye of Agamotto," he chuckled, closing the door behind us.

He sat on the edge of his desk and smiled at me.

"I know," he stated.

Oh God. How? Wait. I have to play cool.

"Know what?" I asked, leaning on the opposite table.

"You know what I know." Damn. He's good.

"I don't know what you're talking about."

"Did you know that science was once called magic before people stopped believing in that sort of thing? It's funny when you think that people don't believe in religion, they believe in science."

The Eye of Agamotto began to glow, as did Dr. Strange's hand. He lifted it and the blinds closed. Several beakers glowed as well, lifting into the air.

"But you can't escape religion...or mysticism."

I nearly fell off the table.

"Are you a wizard?"

Dr. Strange laughed, setting the beakers down.

"No. I am a sorcerer. Sorcerer Supreme, actually. And I know about your...alter ego."

Of course he knew. I couldn't play dumb too long. "What do you want?"

"I want you to know that you have friends here. If you ever need anything, just ask. And I also wanted to warn you. We are not the only ones with dual lives."

I left Dr. Strange's lab; my head was heavy with thoughts of who else had an alter ego. Immediately, I thought of Flash, but he's too stupid for one persona, let alone two. MJ would tell me and Gwen couldn't have a secret identity either. Unless he's talking about mutants. Anybody could be a mutant and keep it secret.

"What did he want?" MJ asked when I slid into my seat in English.

"Just to talk to me about science," I lied. It wasn't my secret to tell.

* * *

><p>I sat at one of the tables in the lab later that day. As I bent down to pull out my textbook, I heard someone sit beside me. When I looked up, I was surprised that it wasn't my girlfriend or my best friend. No. Felicia Hardy was sitting at my lab table. Of course I got an odd stare from Gwen who went to sit beside MJ.<p>

"Uh, what are you doing?" I asked.

"Oh, is this seat taken?" she asked back. "I just thought we could sit anywhere. You're Peter Parker, right?"

"Yeah."

"Well, I heard you were the best scientist this school had, so I thought I'd sit beside you. Maybe your genius would rub off on me." She laughed and I gave a weak, albeit awkward, chuckle.

Dr. Strange entered the room saying, "So. On my first day of class, I believe you all don't want to be bored to death. So, I think we will start with making knock-out gas."

That got a lot of attention and oohs and ahhs.

"Before we begin, I want the answer to a math question: What is the probability that this entire room will explode?"

Everyone laughed, but Felicia raised her hand.

Dr. Strange looked at her. "Yes Felicia?"

"One in nine," she said.

"And how did you get that?"

"Well, there are fifteen students and you in here. You won't be mixing chemicals and we'll be doing it in groups of two. Factor in Peter's genius-level intellect and the fact that half of my peers won't pay attention to anything you say and you get a one in nine chance that someone will screw up."

Dr. Strange clapped. "That's very impressive. Now, back to chemistry!"

After an hour and a half of gags and small explosions and one person, Eddie, actually passing out, my formula, we were free to go. Felicia was a great partner—something Gwen didn't enjoy.

* * *

><p>MJ was working on both the police scanner and scanning the internet for anything. I sat on some gargoyle I found, stuffing my face with burgers. Webbing and swinging takes a lot out of a young superhero. I adjusted the little pouch filled with some low-dosage knock-out gas I made on my hip.<p>

"Pete, I got something," she said in my ear.

"Wad?" I responded with a mouthful of burger.

"Another burglary. I think our old friend's at it again."

"I think I know who that is." I tucked the bag of burgers in the band of my pants. "What do you know about Felicia's dad?" I shot a web and swung toward the address MJ gave me.

"I can Google him."

"Do that. Call me back in five minutes." I clicked off the communicator.

The Frost Museum was a giant glass pyramid. Something black crawled up the side of the pyramid. I jumped on the wall and followed it up, leaping to catch up. When I got to it's legs, a foot met my face. I quickly shot a web up onto the building to stop myself from falling. Mr. Hardy slid in through a hole in the glass.

I jumped in after it. A large shadow moved along the walls. I ran after it, ending up in a roof with a giant diamond sitting in a glass case. Mr. Hardy wasn't there. I stepped in, my spider-sense telling me where the lasers were.

"I've never seen anyone like you before," a voice said behind me. "Are you with the Avengers?"

I turned around and MJ screamed in my ear, "PETER!"

"What?" I asked.

"It's not Felicia's dad."

"I know."

"How do you know?"

"Because I'm looking at Felicia now."

Her white shined in the moonlight. She was wearing a skintight black leather suit with white fur around the collar and on her forearms and legs. Her fingernails were razor-sharp metal. Her blue eyes were framed by a thin black mask.

"What?" MJ asked.

Felicia looked confused. "How do you know who I am?"

"Felicia, you don't have to do this."

"Stop calling me that!" she warned. "My name is Black Cat. And I want to know who you are!"

"I'm Spider-Man," I bowed. "I'm not with the Avengers or Fantastic Four or X-Men. I'm a freelance hero."

"Who are you really? I've heard that voice before."

MJ whispered in my ear. "Pete, you gotta stop her. The police are on their way.

"Well, cats love to play with spiders," Felicia smiled, her claws extending.

"Felicia, the police are coming. We have to get out of here."

"Not without that diamond, Spider."

"I'm not letting you take that diamond!"

Felicia leaped into the air, flipping over my head. She landed softly on the case.

"You can't stop me, boy," she smiled.

I shot a web, pinning her hand onto the case. She yanked at it. Sirens whirred outside.

"You can stop me today," she said, slicing the web. "But every cat has nine lives. And I'll squish you nine times, Spider."

She flipped out of the window, glass shards falling down to the cars below.

"Get DOWN!" a cop said behind me.

I couldn't get caught. I threw some pellets of my low-dosage knock-out gas, causing several of the cops to faint. I followed Felicia and jumped out of the window, swinging away from the scene of the crime.

The next day, I was coined as a menace by the Daily Bugle and they used one of my photos to do it. Why did I put that camera out there?

Dr. Strange nodded to me as he passed in the lunch room. Felicia didn't seemed to realize it was me, but I avoided her anyway. I made a pact with myself to keep my eyes on her.

* * *

><p>Next: Green With Envy and a heart-wrenching surprise.<p>

Please Review!


	6. Green With Envy

Gwen lied against my chest as we watched TV. Aunt May sat, finishing the scarf she was knitting. MJ was curled in the armchair with a giant cup of hot chocolate. I couldn't remember the time I was surrounded by so many women who cared so much for me. Felicia didn't steal anything in a month and Dr. Strange filled Dr. Connors's shoes and then some. Even Spider-Man wasn't needed so much. Life was almost perfect.

"Oh, did you hear?" Gwen asked.

"Hear about what?" I responded.

"Oscorp is opening its doors to reporters for their new serum. Robbie told me Jameson's thinking about sending us to report on it. It'll be our first real story sense the science expo."

I kissed her in celebration. MJ slid out of her chair and walked out to the back. I slid from underneath Gwen and followed her.

The February wind blew her red hair around her head. My enhanced ears picked up her soft sobs.

"MJ, what's wrong?" I asked.

She looked back quickly, wiping her eyes of tears. "Nothing, Pete," she lied.

"What is it? I know you."

"I can't-I can't tell you. It's embarrassing."

I pulled the blanket off the back of the sofa and threw it around her shoulders.

"You'll catch a cold."

We stood for a few minutes, watching the stars twinkle. MJ began to cry again.

"You can tell me whatever it is you're embarrassed about," I told her. "I trust you with _my_ secret, trust me with yours."

"Pete, I think-" she began. She looked at me. "I think-I think. I'm in. Love. With. You." She inched closer with each word until our lips touched.

I jumped back with spider agility.

"MJ, what're you doing?" I panted.

"I'm sorry. I thought we could just be friends, but I've loved you ever since I saw you. I can't help it, Peter. I know you love Gwen and she loves you. But we can't be friends anymore. I can't stand it." She threw the blanket off her shoulders and moved to go inside the house again, her face wet with tears. "Don't worry. Your secret is still safe."

She ran through the house and out of my life.

When I came back in, Aunt May asked, "What happened to MJ?"

"She's having...issues, right now," I told her. "She's gonna need some time to work through some confusion."

I sat back down with Gwen. Aunt May wanted to ask another question, but she decided it was none of her business.

"Is it something I said?" asked Gwen.

"No. She's just had a lot on her mind."

The next day at school, MJ sat alone at lunch. She only talked to me when Gwen called her over and each time she looked, her eyes became glossy. It was hard for me too. I never thought of MJ that way. Now that she told me her feeling, I can't help but start to wonder what would've happened if I dated MJ first.

"So, I'm thinking we'd take my car and get to Oscorp at about eight which will give us a good amount of prep time," Gwen planned after school. "And then we'll go out for lunch. Do you have any plans?"

"Sounds good."

"No, I mean Valentine's plans."

"Oh." Damn. Haven't thought of anything. "When's that?"

"Tomorrow. I was thinking we'd exchange gifts after we get the story. You did get a gift?" She looked at me with her blue eyes.

"Yeah. Had it for months. Thought about giving it to you for Christmas, but decided to give you that perfume instead."

She kissed me, called me a "perfect boyfriend," and got into her car. I waved as she drove away. I turned to see MJ walking away from the parking lot. She forgot that she always rode home with me. It was hard not having her by my side.

* * *

><p>I took a few test shots of the exterior of the building while Gwen talked into her recorder.<p>

"Okay, I can't take it anymore," she said, dropping her hand from her face.

"Can't take what?" I asked.

"You and MJ. I know she likes you."

"How did you...?"

"That's not the point. She's my friend too, Peter. You can't let her cut herself off from us."

"What do you want me to do?"

"Talk to her. It's not like we'll be together forever."

"I thought we were."

"Peter, we're in high school. You should know some things don't last."

She kissed me on the cheek and walked toward the building. I followed her, slowly, as I thought about what she said.

The interior of Oscorp was decorated with floating strands of DNA and balls representing electrons and protons. A dais was erected in the center of the massive room. Most of the chairs behind the podium were full with various men and one woman. I saw Harry Osborn sitting beside his father, Henry and Janet Pym, Victor von Doom, and Bruce Banner. Reed Richards, my idol, stood at the podium.

"Ladies and gentlemen of the press," he said. "My name is Reed Richards." He paused for applause. "My employer, Norman Osborn, has given me this opportunity do deliver an introduction for him. I am pleased to inform you that I am leaving Oscorp to achieve a childhood dream of mine. In a few month, me, Victor, and a few others will be leaving this planet to find out what effects the cosmic cloud in our orbit has to do with life here on earth." More applause; most coming from me in between shots.

"Now, without further ado, Mr. Norman Osborn!"

Norman looked like an older version of his son, but he looked sick. His hair was graying, the bags underneath his eyes were dark purple, and his skin was pale and sagging.

"I apologize for my appearance," he said into the microphone. "I am a little under the weather today, but I can deliver me speech. We are here, today, to unveil our secret serum that has everyone talking. This serum gives a person's immune system a helluva workout. It will make people stronger, faster, smarter. My partner, Stromm, God rest his soul, and I have been working on this for years. And now, I present to you all: The G-Serum!"

A woman in a lab coat yanked a white sheet off a glass pyramid filled with green liquid. I took a couple quick shots, putting my zoom to the test.

"Hyahhhhh!" Mr. Osborn screamed in pain. The scientists on the stage crowded over him.

"Harry, get him to a bathroom," Henry Pym instructed. "Get some water on his forehead."

Harry picked up his dad and carried Norman out of the room.

"Norman's still feeling a little under the weather, but he'll be okay," Janet Pym said into the microphone. "So, we will move on to the Q &..."

"Hahahahahahaha!" a menacing voice cackled over hers. The lights shut off, plunging us in darkness. The G-Serum released a little green glow. The sound of a small airplane whizzed over our heads.

"Peter?" Gwen called.

I had to leave her to save her. I shot a web up to the rafters and pulled myself up onto the wall. I quickly pulled off my clothes, stuffing them into my bag before tossing it onto one of the beams. I stuck my camera into a good position to automatically take photos for me.

A spotlight came on over the dais. A green-skinned man with a face like a snarling demon in a dark purple and silver suit stood on top of a silver gargoyle.

"I'm sorry to cut this gathering of idiots short," he said, his voice vibrating off the walls. "I have decided Norman Osborn is the biggest idiot of them all! So I will be taking his G-Serum with me!"

He glided toward the serum. I shot a web and yanked it toward me.

"Sorry imp-face," I called down, "but this product isn't for sale."

"Ah, Spider-Man. I've heard of you."

"Well that makes one of us."

"Let me introduce myself. I am the Green Goblin. And I was the first and last user of the G-Serum."

"You mean this stuff makes people look like...?"

"Look like me. Yes."

"Well, I still don't think you need it." I shot a web at Goblin's face. His glider jerked as he tried to take it off. I encased the serum in a cage made of webs and dropped it on Reed Richards's lap. Henry and Janet Pym disappeared. The lights flicked back on.

"Take care of that, will ya?" I asked.

"Y-yeah, sure," he said, looking at the pyramid.

"You won't get rid of me that easily, Spider!" Green Goblin exclaimed, flying toward me. His glider produced sharp spikes aimed for my abdomen. I flipped over him, but his fist connected with my face. I fell in front of Gwen. All the other members of the press were trying to get out of the room.

She bent down to me and asked, "Are you all right?"

"Yeah," I responded. "Comes with the job. Get outta here."

She ignored me and pulled me up by my arm.

"Aww, how touching," mocked the Goblin.

"Gwen, go."

"How do you know my name?"

"Just get out of here!"

The Goblin flew toward me. I shot a web at the face of his gargoyle and swung it around. It snapped and the Goblin, with his glider, went flying out the window. Giant Man and Wasp came through the open window.

"You missed it!" I told them, hopping up to the rafters.

* * *

><p>"Gwen! Gwen! GWEN!" I called as I ran out of the lab. She stopped and looked around. I didn't expect to see a smile on her face.<p>

"Oh, Peter," she said, hugging me. "You'll never guess what happened. Spider-Man just saved my life. I think we have a perfect story for Jameson."

"Yeah. I think I took some great shots of the fight."

She dropped me off at home and told me all about the fight I was in from her perspective. I passed on dinner to get to going through the photos. I looked over at MJ's curtained window and thought about what Gwen said. I picked up an eraser and tossed it at her window. Instinctively, she threw it open.

"Hey, don't go in yet," I whispered to her.

"What is it, Peter?" she asked.

"Gwen knows about how you feel about me," I said. "She wants us to get back to what we had before. And, honestly, I want to too. You're my best friend, MJ."

"I know, Peter, but..."

"But what? You like spending time with me, right?"

"Yeah, but..."

"You like to help out Spider-Man, right?"

"Yes, but..."

"So what's the problem?"

She looked back at her room.

"Why don't you come over and I'll tell you all about my fight with this Green Goblin guy?"

MJ looked up at the stars.

"Fine," she replied with a smile. I created a web bridge and she walked across.

"So," she said, sitting on my bed, "what happened at Oscorp?"

I relayed the story as I went through the photos. MJ was surprised Gwen didn't recognize my voice when I saved her. But something caught my eye. Henry and Janet Pym were in one of my photos. They were running while putting masks on. I couldn't believe two of my favorite scientists were Giant Man and Wasp! But what was also odd was Harry Osborn coming out of the back suspiciously.

* * *

><p>"Spider-Man and the Green Goblin Destroy Oscorp!" Mr. Jameson read out when we sat in his office the next day.<p>

"But, that's not what Spider-Man was doing," Gwen defended.

"Then how did he know where the Goblin was?" Jameson responded.

"Because it was a big event," I explained. "Maybe Spider-Man's just a science nerd?"

"Oh, bullhockey!"

"Jonah, I think these kids know what they're talking about," said Robbie.

"Have you seen these pictures Parker's given me? Not one of them shows him defending someone."

"He defended me!" Gwen was on her feet now.

"Not from this angle." Jameson picked up a picture showing me holding Gwen by her arms. Stupid angle.

Gwen stormed out.

"Hm. Must be on her period. Teenage girls are all the same."

"You're wrong, Mr. Jameson," I said, following Gwen.

Gwen was crying on the sofa by the entrance. Betty had her arm wrapped around her shoulder.

"Gwen, it's okay," I muttered.

"No, it's not, Peter," she cried. "The guy saved me and all J. Jonah Jameson can think about is money."

"That's all he ever thinks about, Gwen," Betty stated. "Whenever a Spider-Man story comes out, I ask everyone in my apartment building what they think. Seven of them believe it. And there are five hundred people living there. It's all about _your_ perception."

"Thanks, Betty. I'll take her home."

"Okay. You two get there safe. Here are your checks." She pulled out two envelopes from her pocket and passed them to me.

"But we're interns," I stated.

"Not any more."

Gwen cried all the way down to my car.

"Gwen," I said. "Stop crying. I have to tell you something."

"What?" she asked, wiping her eyes.

"I'm Spider-Man."

"What?"

"I wanted to tell you since I first found out, but I just couldn't. The only person who knows is MJ and that's because she saw me leaving one night. Not even Aunt May knows."

She was trying to find words to express her confusion. "Why are you telling me?"

"Because I love you."

"I love you too, Peter."

We kissed. I started the car. My mind tingled. I pushed Gwen out of the car and dove out on the other side. The hood was crushed by the feet of Green Goblin.

"You!" he exclaimed, pointing at Gwen. "You're the Spider's girlfriend! He'll come looking for you."

Before I could get up, he snatched Gwen and took to the sky.

"GWEN!" I screamed, ripping off my clothes. I ducked into an alley and put on my hood and gloves.

I didn't know where I was going, but Goblin left a trail of smoke from his glider.

_MY DEAR HOMO SAPIENS! _a loud voice screamed in my head, making me fall. _I WANT YOU TO SEE THE TRUE MIGHT OF MAGNETO!_ Wasn't Magneto one of the X-Men's villains?

The voice was gone. I shook my head and continued to swing after Green Goblin. His trail ended at an abandoned building. I crashed through the window.

Gwen was tied to a chair.

"Pe-Spider-Man, no, it's a trap!" she tried to warn me, but a fist collided with the side of my face. I flew through three walls, my suit ripped.

I panted as Green Goblin hovered into the room I was in.

"Let her go, Goblin!" I warned.

"Ah, I knew you'd come after this beautiful specimen," he stated, hovering over my head. "Why don't we see who's under that mask?"

I threw both of my feet up, colliding with his glider. One of the spikes cut my leg as it spun out of control. Magneto's voice echoed in my head again. Goblin jumped off his glider. It crashed into the wall. I jumped up and kicked him in the face. He cracked the wall as his head collided into it.

_AH, CHARLES_, Magneto continued to scream. _COME TO ENJOY THE SHOW?_

_I'M HERE TO STOP YOU, ERIK,_ Charles Xavier screamed in my mind.

I shot web at Goblin's neck and threw him into the cracked wall. He flew into the room I already blasted through.

"My turn," he said, throwing a silver ball at me.

The ball exploded, tearing off some of my mask. He threw another, but I caught it with a web and sent it back at him. He flew back into the room with Gwen, who had her eyes closed tight asMagneto and Xavier continued to scream in our minds. I jumped after him. Goblin stood up and placed his hands on Gwen's head.

"Precious child," he said before twisting her neck. With that crack, my whole life shattered and I saw red. The whole world seemed to explode and a purple wave of energy ripped through us. Magneto and Xavier began talking together, but I wasn't paying attention to what was happening.

I flew at Goblin, pounding every part of his body I could find. His skin began fading pink and I was about to see Harry Osborn's face. But no. I was looking into the eyes of a bludgered Norman Osborn. I slid off him, stepping back. He pulled himself to a standing position.

"Mr. Osborn?" I asked, slipping off my mask.

"I know you," he said. "You're Peter Parker. I remember seeing you in the news paper about your uncle dying."

Tears began to sting my eyes.

"It's time."

"What's time?"

"It's time...for you to see him AGAIN!" His voice and face changed to the Goblin's. He clicked a button on his wrist. My mind tingled. I flipped just as one of his metal balls passed under me. It was spiked like his glider. The ball sliced right through his chest, leaving a gaping hole there.

Footsteps echoed up the stairs. I threw on the tattered mask and grabbed Gwen. As I jumped onto the windowsill, someone yelled, "Hey!" Harry Osborn and a friend of his were standing there. His friend was holding a needle and a turnicate. I shot a web and carried Gwen home.

"Sorry," I told her father. "She was killed by the Green Goblin."

I swung away. I didn't know about the mutant battle on Genosha until the next day. Aunt May and MJ held my hands as I cried at Gwen's funeral. There were a lot of people there. Gwen's last story was printed without Jameson's editing. Spider-Man was a hero and Captain Stacy made sure it was known. Harry Osborn had a look of vengeance in his eye. I knew that he was going to come for me. And I'll be ready.

I'll be ready.

* * *

><p>End of First Quarter.<p>

Next Time: The Age of Apocalypse comes with more villains, more romance, and more insanity.

Please Review!


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